Ownership and Sufficiency of Assets. Seller has good title to (or, in the case of leased Purchased Assets, valid leasehold interests in) the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances. The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.
Ownership and Sufficiency of Assets. (a) Seller (directly or through its Subsidiaries): (i) is the sole and exclusive owner of all of the Assigned Patents; (ii) holds all right, title and interest in and to such Assigned Patents free and clear of all Liens or licenses; and (iii) will convey to Buyer at the Closing good and marketable title to and ownership of the Assigned Patents, free and clear all Liens or licenses, except, in each of clauses (i) through (iii), as would not reasonably be expected to have a Seller Material Adverse Effect.
(b) Seller (directly or through its Subsidiaries): (i) is the sole and exclusive owner of all Assigned Assets; and (ii) holds all right, title and interest in and to such Assigned Assets free and clear of all Liens or licenses (other than Permitted Liens or non-exclusive licenses granted in the ordinary course of business), except, in the case of each of clauses (i) and (ii), as would not reasonably be expected to have a Seller Material Adverse Effect.
(c) The Transferred Assets collectively constitute substantially all of the RNAi-related assets and rights of Seller as of the date hereof, other than the CURNA Assets, which are not being transferred hereunder.
Ownership and Sufficiency of Assets. The Company and each of its Subsidiaries owns valid title to, or a valid leasehold interest in, or license of, or right to use free and clear of all Liens other than Permitted Liens, all of the properties and tangible assets (whether real, personal, or mixed, but excluding Intellectual Property of the Company and its Subsidiaries) which are shown on the Interim Financial Statements, except for personal property and assets sold since the date of the Interim Financial Statements in the Ordinary Course of Business. The property and assets owned and leased by the Company Group constitute all of the material property and assets necessary for the conduct of their respective businesses in the ordinary course as presently conducted by the Company Group, and such property and assets are in sufficient condition in all material respects for their current use (subject to routine maintenance and repair).
Ownership and Sufficiency of Assets. (a) The Company and the Subsidiaries own good and valid title to, or a valid leasehold interest in, or a valid license to use, all of its personal property and assets (whether tangible or intangible) shown to be owned, leased, used, held for use or licensed by the Company or the Subsidiaries on the balance sheet included in the Latest Financial Statements (except to the extent such property was sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens (other than Permitted Liens).
(b) The Company’s and each Subsidiary’s tangible assets are (i) free from any material defects, (ii) have been maintained in accordance with normal industry practice, and (iii) are in good operating condition and repair consistent with their age and expected useful life (subject to normal wear and tear and routine repairs and maintenance) adequate and suitable for the purposes for which such assets and properties are presently used.
Ownership and Sufficiency of Assets. 2.1 Each of the Commercialisation Business Assets (other than any Initial Stock acquired in the ordinary course of business on terms that the property does not pass until payment is made) is owned (including with respect to all right, title and interest) both legally and beneficially by the Seller or a Designated Seller or another member of the Aspen Group and each of those assets capable of possession is, save where in the possession of third parties in the ordinary course of business, in the possession of the Seller or a Designated Seller or another member of the Aspen Group.
2.2 Save for Permitted Encumbrances, no Encumbrance or equity on, over or affecting the whole or any part of the Commercialisation Business Assets is outstanding and, save in relation to Permitted Encumbrances, there is no agreement or commitment entered into by any member of the Aspen Group to give or create any Encumbrance, and no claim has been made against any member of the Aspen Group by any Person to be entitled to any Encumbrance. Further, upon the consummation of the transactions contemplated hereby, the Purchaser will acquire good and valid title, and own all right, title and interest, in and to the Commercialisation Business Assets free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Permitted Encumbrances could reasonably be expected to materially impair the continued use and operation of the Commercialisation Business Assets.
2.3 The Commercialisation Business Assets (including for the avoidance of doubt, the Initial Stock to be transferred pursuant to 0), together with such other licenses, sub-licenses, facilities and services which are to be provided to the Purchaser’s Group pursuant to this Agreement and any Ancillary Transaction Agreement, comprise all of the rights, properties, assets and facilities necessary, sufficient or desirable to carry on the Promotion and Distribution activities and/or sales or offers for sale of Products and any related actions (but for the avoidance of doubt, not the Manufacturing) in the Territory associated with the Commercialisation Business in substantially the same manner as they have been during the Relevant Period.
2.4 No Third Party or Affiliate of the Seller or any Designated Seller owns, beneficially or of record, any Commercialisation Business Asset or any rights or licenses from or through Seller or any Designated Seller to Commercialise the Products in or for the Territory. No amounts or other con...
Ownership and Sufficiency of Assets. 3.1 Each of the Business Assets (other than any Business Inventory acquired in the ordinary course of business on terms that the property does not pass until payment is made) is owned both legally and beneficially by a Business Seller or another member of the GSK Group and each of those assets capable of possession is, save where in the possession of third parties in the ordinary course of business, in the possession of a Business Seller or another member of the GSK Group.
3.2 Save for Permitted Encumbrances, no Encumbrance on, over or affecting the whole or any part of the Business Assets is outstanding and, save in relation to Permitted Encumbrances, there is no agreement or commitment entered into by any Business Seller to give or create any Encumbrance and no claim has been made against any Business Seller by any person to be entitled to any Encumbrance.
3.3 The Business Assets, together with such other facilities and services which are to be provided to the Purchaser’s Group pursuant to this Agreement, the Transitional Services Agreement, the Transitional Manufacturing and Supply Agreement, the licences granted to the Purchaser under each of Clause 26.2 and Clause 26.14, any other Seller’s Transaction Document and any other Purchaser’s Transaction Document, comprise all of the material assets and services required to carry on the Business in substantially the same manner as it has been during the six (6) months preceding the date of this Agreement (save that nothing in this paragraph shall be deemed to be or construed as a warranty that the activities of the Business do not infringe the Intellectual Property of any third party).
Ownership and Sufficiency of Assets. 8.1.1 All assets included in the Latest Relevant Accounts or acquired by any of the PMD Group Companies since the Latest Relevant Accounts Date, other than the Properties (to which Warranty 12 applies), the Business IPR (to which Warranty 14 applies) and any assets disposed of or realised in the ordinary and usual course of business:
(i) are or will at Completion be legally and beneficially owned by the PMD Group Companies;
(ii) are, where capable of possession, in the possession or under the control of the relevant PMD Group Company; and
(iii) are free from Encumbrances other than those arising in the ordinary course of business.
8.1.2 Following Completion, the PMD Group Companies will own or licence or have other legal rights to all the property, rights and assets necessary (including the Properties, the Business IPR and Business IT, but other than the Excluded Assets) for the carrying on of the business of the Group in the manner in, and to the extent to, which it is presently conducted.
Ownership and Sufficiency of Assets. The Company owns all of the properties and assets that it purports to own or reflected as owned in the books and records of the Company, including all of the properties and assets described on Schedule I of this Agreement, free and clear of all liens or encumbrances of any kind. The properties and assets of the Company are in good operating condition and repair, and are adequate for the uses to which they are being put, and are sufficient for the continued conduct of the Company's business after the Effective Date in substantially the same manner as conducted prior to the Closing Date.
Ownership and Sufficiency of Assets. Except as set forth on Schedule 7.4, Waban and each Subsidiary thereof owns all of its Assets free and clear of Liens other than Permitted Liens. All tangible Assets of Waban and its Subsidiaries are in good operating condition, subject to normal wear and tear. The Assets of Waban and its Subsidiaries include all Assets required to operate the business of Waban and its Subsidiaries as presently conducted. All Assets that are material to the business of Waban and its Subsidiaries held under leases, subleases or licenses by Waban and its Subsidiaries are held under valid Contracts enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. To the Knowledge of Waban, except as set forth on Schedule 7.4, the other parties to such Contracts are not in breach of their obligations thereunder.
Ownership and Sufficiency of Assets. (a) Subject in the case of the Bankruptcy Sellers to the Approval Order and the Belgian Bankruptcy Approval, each Seller holds good and marketable title to the Acquired Assets and has the complete and unrestricted power and the unqualified right to sell, assign and transfer the Acquired Assets to the Buyer. Each Seller owns all of the Acquired Assets free and clear of all Encumbrances except for the Encumbrances set forth on SECTION 2.4 of the Disclosure Schedule that neither individually nor in the aggregate would have a Seller Material Adverse Effect. Each Non-Bankruptcy Seller represents and warrants that upon the consummation of the transactions contemplated by this Agreement, the Buyer will become the true and lawful owner of, and will receive good and marketable title to, the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, "Permitted Encumbrances" shall mean (i) any statutory Encumbrance arising in the ordinary course of business by operation of law with respect to any liability that is not yet due or delinquent and (ii) any minor imperfection of title or similar Encumbrance which, in each case, would not individually or in the aggregate, constitute a Seller Material Adverse Effect.
